Silver Linings
by MagnusLove
Summary: Sequel to Someone to Watch Over Me —-The Autobots had saved Starscream's life. But was that a good thing?
1. Chapter 1

Starscream awoke with a start. He could hear faint voices, but his optics were dark. Panic crept into his processor as he realized that he was strapped down to something and couldn't move. Internal system checks threw up multiple alarms, but none explained why he couldn't see. The Decepticon's last memories were of Ratchet and Wheeljack standing over him after he had asked for asylum. Had they turned him over to Megatron anyhow? ' _Dammit, where am I_?' he thought as he began to pull at his restraints. His movements apparently caught someone's attention, as heavy footsteps made their way to his side.

"Settle down before you hurt yourself, Starscream!" said an angry voice. "I've already put enough work into you. I've no interest in fixing you again!"

The Decepticon wasn't sure who the voice belonged to, and since he was still sightless, decided to rely on threats to hopefully intimidate his captor.

"Free me, and I may let you live. Otherwise, I will make sure that you suffer-"

"I should have turned off your optics _and_ your vocalizer," huffed the voice beside him. Starscream felt a servo touch his helm and he squinted at the bright light that flooded his now working optics. A shadow fell over him, blocking out the light and allowing him to fully open his optics. The Autobot medic stood over him, an indignant look on his face.

"Are you finished threatening me, or should I shut you down again?" Ratchet asked.

Starscream ignored him and instead looked past Rachet at his surroundings. "This isn't the Nemesis," he murmured.

"Brilliant observation," said Rachet dryly. "Now answer my question."

"What?" asked Starscream as he again settled his optics on the medic. "Yes, yes, of course. It's not like I can do anything in my current situation, now can I?" he grumbled.

"The same situation that you were in when you threatened me 30 seconds ago?" Ratchet retorted.

Starscream slumped back onto the gurney, laying there while the doctor looked down at him.

"Of course, Doctor. I…apologize. It's just a…natural reaction. I wasn't sure where I was. I thought I was about to be tortured," he grimaced.

"We don't do that here, Starscream," answered Ratchet, his voice softening. "Now how about we get you up?" Ratchet released the shackles holding Starscream to the gurney before putting his servo under the Decepticons arm and helping him sit up.

"Go slow. You've been in stasis for weeks."

Heavy footsteps heralded the arrival of the other Autobots, Optimus Prime at the head of the group. They stood silently watching as Ratchet helped the Decepticon get his bearings while simultaneously reading the monitors that held Starscream's vitals.

"Your systems are trying to catch up," Ratchet said. "How are you feeling?"

"Like I've been in stasis for weeks," Starscream answered, rubbing his helm. His systems were sluggish, and the Decepticon was feeling disoriented. He felt at a huge disadvantage surrounded by Autobots, and wanted desperately to escape. But he knew that he was in no condition to do anything. He was weak and completely at their mercy.

Optimus, sensing the anxiety and apprehension in Starscream's EM field, stepped forward.

"You are safe here, Starscream," he rumbled sincerely. "Ratchet has taken excellent care of you. You will come to no harm with us. You have my word."

The other Autobots stood back, saying nothing. But Starscream could see in their faces that they didn't necessarily share Prime's sentiment. He turned his optics from them and back to Optimus.

"Thank you, Prime. And thank you, doctor," he said quietly. "I owe you my life."

"Not just me," Ratchet answered as he continued gazing at the monitors. "I had help." He looked at the walkway above Starscream's bed.

Kerri stood on the walkway, staring down at Starscream, her face emotionless. The two looked at each other, neither speaking. Ratchet put his servo out, and Kerri stepped into his palm. He set her onto his work bench, where she was eye level with the Decepticon.

"Kerri helped me save your life," Ratchet said. "She sat here every night."

Starscream shuttered his optics. For all of his strength and power, he couldn't bring himself to look the woman in the eye. He was afraid of what he would see there. Because for once, he was going to truly be face to face with the consequence of his actions. He remembered the fear and sadness in the woman's face when he had flown away, leaving her in the clutches of Knockout. For the first in a long time, he felt shame. This woman, this _human_ , whom he had had nothing but disdain for, had helped save his life.

Starscream forced himself to online his optics and looked at Kerri.

"I am…glad to see you safe. I'm not sure how you escaped Knockout-" he started.

"Megatron killed him," she answered, not taking her eyes from his face.

"Megatron…killed Knockout?!" Starscream sat staring at the floor, stunned by her words. He didn't want to believe that the doctor was gone. For all of his vices, Knockout had been the closest thing that Starscream had to a friend. The Decepticon suddenly felt more lonely than he ever had in his life.

Kerri watched Starscream's face as he digested the news that she had just given him. He seemed…sad. She didn't think that a Decepticon could be capable of such emotion. But here one was, sitting in front of her, sad, hurt, and alone. Despite the part that he had played in everything, Kerri couldn't help but feel sympathy.

"I'm sorry, Starscream," she said. Kerri turned to face Ultra Magnus, who reached out his servo for her to climb into. She turned back towards Starscream.

"I wanted Knockout to get help. I didn't want it to end this way," she said, before Magnus turned and walked out of the medbay.

Starscream watched them walk away. This was it for him. He knew that he couldn't go back to the Decepticons. And the Autobots were never going to let him stay.

"I need to recharge," he told Ratchet. He laid back down on the berth, offlining his optics.

"I'll need to shackle you again. Although there really isn't anything that you can do, we're not going to take any chances."

"Of course, Doctor." He placed his arms at his sides as Ratchet shackled him.

"You're under 24-hour guard," he said as the Decepticon was restrained. "Get some rest."

The other Autobots turned and headed for their respective quarters. Ratchet looked at the monitors once again before turning towards his own quarters.

"Doctor," Starscream said softly.

"Yes, Starscream?"

"I'm sorry that you didn't let me die."


	2. Chapter 2

"I still don't think it's a good idea to keep him here, Prime," exclaimed Agent Fowler. "He might be injured now, but he still can't be trusted. We all know what he's capable of. He helped Knockout grab Kerri. How's she feeling about all of this?!"

Optimus and Fowler were standing outside of Autobot headquarters, discussing the Decepticon now recovering in Ratchet's medbay. The Autobot's human liaison wasn't eager to have such a dangerous being as Starscream walking around unfettered.

"I assure you, Agent Fowler, that Starscream will not be a problem. As you have seen, he is shackled to the gurney. His weapons and communications have been disabled, and his T-cog was damaged by Megatron. He had no means of transforming. When he is sufficiently recovered, he will be released from medbay and put into a cell. Kerri helped treat him while he was in stasis, but his primary caregiver will now be Ratchet."

Fowler stared straight ahead. "So she's ok with him being here?"

"She feels safe, if that is your question, Agent Fowler," answered Prime. "Kerri spends the majority of her time with Ultra Magnus aboard his ship. He will let no harm come to her."

Fowler sighed deeply and turned a sideways glance to a Prime. "I still don't get how that whole thing-you know what? I don't need to know, as long as my soldier is happy and taken care of. "

Th human looked off into the desert again, letting silence fall between himself and the Autobot leader.

"So, Wheeljack took off again, huh?" he said finally.

"Yes. He felt that, under the circumstances, it would be better if he gave things time to settle down."

"Think you'll see him again?"

"He cares for Kerri very much, and she for him. I don't think he will stay away forever."

"Forever is different for us, Prime," Fowler answered thoughtfully. "Anyhow, I want daily reports regarding Starscream. I would assume Megatron knows that he's with the Autobots?"

"I am certain that he does."

"Think he'll come looking for him?"

"I doubt it, Agent Fowler. This isn't the first time that Starscream has gone rogue. Megatron will be expecting him to come crawling back."

"And will he? Is he going to sell you out to get back into Megatron's good graces?"

"Unknown, Agent Fowler. While every being is capable of change, I am in no way foolish enough to trust Starscream. He will not be given any opportunity to betray us.

* * *

Starscream lay bound to his berth as Ratchet continued repairs. The doctor was working on the seeker's damaged fuel lines, despite the protests of the now- conscious Decepticon.

"What about my wings, Autobot?" Starscream complained. "Why didn't you fix those while I was in stasis?"

"You didn't need wings in stasis. Come to think of it, you don't need them now. Your T-cog is nonfunctional."

"And you will be fixing that _when_?" groused Starscream.

"When the Pit freezes over, Starscream," chuckled Ratchet. "You're not going anywhere anytime soon."

"You can't keep me shackled to this berth. It isn't right!"

"You're right," smiled Ratchet. "That berth is for injured bots. You belong in the holding cells. You'll be fine there."

"Megatron will come for me, Autobot," hissed Starscream.

"Oh, I'm certain he will. He'll miss his punching bag sooner or later. And with your damaged wings and bad T-cog, it'll be easier for him to beat the hell out of you."

Starscream looked at Ratchet will a murderous glare. Even the Autobots knew of his humiliation at Megatron's servos. Ratchet caught Starscream's gaze and held it, waiting for a response from the seeker.

The stare made Starscream angry and uncomfortable, and he turned his helm away from Ratchet.

"What do you care, Autobot?" he snapped.

"I don't," Ratchet said coldly, turning away from Starscream. "Ultra Magnus is on his way to escort you to the holding cells. I suggest you go quietly. Magnus doesn't like you very much. Ah, and here he is!" Ratchet exclaimed as the huge bot strode into the base.

Ultra Magnus entered the medbay and stared down at Starscream. "Is he released, Doctor?" he asked, not taking his optics off of the prisoner.

"He is, Commander." Ratchet turned back to Starscream and unlocked his shackles. "He should be able to walk just fine. Just hang close in case he stumbles. I don't need him tearing anything that I just fixed." He motioned for Magnus to get on Starscream's other side, and together they lifted him from the berth.

"On your feet, Decepticon," commanded Magnus, forcing Starscream onto his peds. Together, he and Ratchet escorted Starscream to the cell. The prisoner settled in as the door swung shut behind him.

"Don't try to escape, Starscream," exclaimed Ultra Magnus. "You will be monitored at all times, and while I personally would love to put a hole through your spark, no one here wants to deal with the mess."

"I will try not to give you any reason to shoot me then, Ultra Magnus," answered Starscream snidely.

"How disappointing," Magnus answered, turning away and walking with Ratchet back to medbay. They walked side by side, neither speaking, until Ratchet broke the silence.

"So how's Kerri feeling about…him?"

"I'm not sure, Doctor. She insists that she's fine, but she is extremely reluctant to recharge in her own quarters. She insists on staying with me, aboard my ship."

"And you're complaining?"

"No, no, of course not," Magnus answered quickly. I will not let anything happen to her, but…I did promise that before, and I failed." It pained Magnus to think about what could have happened to the woman that he loved. If it weren't for Starscream, he may have lost her forever.

"Don't worry about Kerri," answered Ratchet, pulling him from his thoughts. "She's as tough as nails. Besides, Starscream, for all intents and purposes, is incapacitated. She's safe."

"I still don't like it, Doctor. Surely he can be imprisoned elsewhere. Hasn't Kerri been through enough?"

"Well, I think that Optimus is rubbing off on her. She thinks that he might actually be serious about changing sides."

"Well, I'm not buying it. I don't like her interacting with him."

"Unfortunately, Magnus, she's a grown woman and can choose for herself. But I'll keep an eye on her around him."

The two returned to medbay, where they were greeted by Kerri standing on the walkway above Ratchet's workstation.

"What are my two favorite guys up to?" the smiling woman asked. "Take Starscream back to the cells?"

"He's tucked in for the night. Are you ready to do some reports, young lady?" inquired Ratchet.

"Really, Ratch?" she pouted. "I wanted to spend some time with Magnus."

"You'll have plenty of time to spend with the Commander. We still have work to do. Magnus, would you mind explaining duty and responsibility to her?"

"Alright, alright, Doc, no need to be mean," Kerri chuckled, throwing up her hands. "I'm all yours." She turned back to Ultra Magnus, smiling, "I'll see out later?"

"I will be waiting," he answered, and with a nod to both, headed out to his ship. Kerri watched Magnus leave before turning back to Ratchet.

"Ok, Doc. What was so important that it had to be done tonight?" she asked.

"Nothing. Come here," he answered, putting out his servo. Kerri climbed into his palm, jumping out when his placed it on his work surface . She looked up at him expectantly, waiting for the medic to speak.

"We need to have serious words about Starscream. I need to know how you honestly feel about him being here. Ultra Magnus is concerned about you. Should he be?"

"I'm fine with it, Ratch. Really. I have a good feeling about this, and I think Starscream might be serious this time. Megatron almost killed him. Maybe the beating knocked some sense into him."

"Kerri," Ratchet sighed, "you don't know Starscream like we know Starscream. We've done this with him many times. He will eventually go crawling back to Megatron."

"Have a little faith, Doc," she smiled. "I changed Mags, didn't I?"

"You wore him down. I don't think that will work on Screamer."

"Ah, persistence is but one weapon in my arsenal, friend. I have many attributes, least of which is my sparkling personality. Now, if you'll excuse me, I'm going to go check on our guest."

"Not by yourself. I told Magnus that I would keep an eye on you. Hop on," he said, holding out his servo again. She climbed on, and Ratchet headed down the corridor to Starscream's cell. The Decepticon was laying still in his berth, optics offline.

"Good evening, Starscream," Kerri spoke. "I wanted to check on you."

"Ah, the human female," he exclaimed. Slowly, he sat up on the berth, optics coming on line. He looked at the woman through red slits.

"Kerri, isn't it? You don't seem any worse for wear," he purred.

"I'm fine," Kerri answered, slightly uncomfortable. She didn't like the way he looked at her, and she suddenly was very glad that Ratchet had come with her.

Starscream could sense the woman's discomfort and zeroed in on it. It was a game that enjoyed playing, especially if he was at a disadvantage. Perhaps he could level the playing field just a little.

"I understand that you stood watch over me in my diminished state," he continued, voice low. "I must find some way to thank you."

"No thanks necessary, Starscream. Just doing my job. Besides," Kerri said nervously, " Ratchet deserves most of the credit. He's the one who saved your life."

"Don't be so modest, my dear," he smiled at her. "I remember your hands on my frame. I'm quite certain the doctor doesn't have such a delicate touch."

"I'd never waste a delicate touch on you, Screamer," sniffed Ratchet.

Starscream ignored Ratchet's retort and continued staring at Kerri. It reminded her of that night in the desert, and she suddenly felt the overwhelming desire to leave.

"Well, um, ok. I hope you get some rest, Starscream," she stammered, hoping that her voice didn't relay her discomfort. "You need it."

"I am certain I shall recharge just fine, Kerri," he said quietly. "I will see you tomorrow?"

"Yes, of course," she answered.

"Excellent, he said, helm low. He lay back down on the berth and offlined his optics again.

"Until tomorrow, Kerri."


	3. Chapter 3

Megatron paced the bridge of the Nemesis, deep in thought. His medical officer had forced his hand and was now dead. He hadn't wanted to offline Knockout, but he couldn't allow anyone to show disobedience to him and his leadership. The doctor had been obsessed with a human. A human! Of all things! The weak pathetic creatures of this planet held no interests for Megatron, and he could not understand any of his subordinates caring for one. It was unacceptable. Knockout's fascination with the woman had left him careless and therefore a liability to the Decepticon cause. He had left the warlord no choice.

First Breakdown and Dreadwing, now Knockout and Starscream. ' _Two of these by my own hand_ ,' he thought. ' _And Starscream…also, by my hand.'_ His second in command wasn't dead, but he might as well be. He was lost to the Autobots. ' _Not los_ t,' Megatron thought. _'Starscream chose to seek them out after I left him beaten and broken on the deck of the Nemesis. The Seeker is an opportunist, and Optimus Prime would never turn his back on a plea for help. I'm certain they saved his life. But will he betray me?_

And Arachnid. She was dangerous, rebellious, and now rogue after killing Breakdown. He was fairly certain that the treacherous wretch wouldn't side with the Autobots if it didn't suit her self-serving needs, but she certainly felt no loyalty to him.

His highest-ranking officers, save Soundwave, were gone. Shockwave had returned to Cybertron after the loss of Predaking and his clones. He was a scientist, and had no interest in fighting the Autobots for fighting sake. He certainly didn't see the potential in Earth the way that Megatron did. Not enough to battle the Autobots and natives for it. And while Soundwave's loyalty was beyond question, the mech was merely following orders.

Megatron needed Starscream back. Despite his backstabbing and sabotage, the devious second in command craved victory, much as the warlord. He couldn't trust Starscream as far as he could throw him, and that kept Megatron ever-vigilant. Yes, he often punished Starscream harshly for his indiscretions, but it was merely to keep him focused. _'Right_?'

Megatron growled in frustration before turning to the ever-vigilant Soundwave, who had been constantly monitoring all communications in the search for Arachnid and now Starscream.

"I'll be in my quarters," he told the silent mech before quickly striding down the corridor.

* * *

Kerri made her way into medbay, still rubbing sleep from her eyes, before spotting Ratchet in his usual place at the monitors.

"Do you ever sleep, Doc?" She asked tiredly.

"The correct terminology is recharge, and who has time for that?" he answered gruffly. "Someone has to watch over our guest, and since my assistant can't seem to ever crawl from underneath Ultra Magnus to do it, that duty apparently falls to me."

"Oh, the sass is _strong_ in this one today! Maybe you need to snuggle up with somebody, Doc. An overload might do you some good. Maybe Arcee will give you a spin. Hell, even Smokescreen at this point, even though I doubt if your old gears could keep up with a young thing like that."

It took Ratchet two seconds to close the space between Kerri and himself. She turned to run, only to be snatched up in his huge servo and lifted to eye level.

"Alright, alright, Ratchet," she fussed. "I'm sorry!"

"Not yet, you aren't," he answered slyly, a glint in his optic. "You know what I find fascinating about humans? How ticklish they are."

A look of horror registered on the woman's face. "Don't you dare!" she threatened while squirming to escape his grasp. "Don't do it, Ratch, I mean it!"

Ratchet ignored her threats and instead used the tip of his finger to begin tickling the woman's side under her rib cage. Kerri screamed and squirmed harder, which made Ratchet tighten grip on her frame.

"Cmon, Doc, stop it! I'm gonna fall!", she breathlessly yelled out between her screams and fits of laughter.

"What did you say about me? That I'm old? That I need to overload? Do you still think that?"

"Yes, you old bastard!" she yelled rebelliously. "Now put me down!" But her response only egged the Autobot on. He steeled himself and began tickling with renewed fervor.

"Doctor! What is going on out here?!" bellowed Optimus Prime as he strode into the base. "What are you doing to Kerri?"

Ratchet stopped tickling Kerri and looked at Prime sheepishly. "We were discussing human anatomy. So are we all clear, my dear?" he asked as he turned back to the woman.

"I'm going to get you back, Doc. Believe it," she growled. " Now let me down so I can go take Starscream his energon."

Ratchet set the woman back down onto the floor, and with a backwards glare, she took the cart containing the energon and wheeled it back towards the cells.

Both bots watched her leave before Prime turned back to Ratchet.

"She seems angry, old friend. I would watch my back struts if I were you."

"Not worried," Ratchet sniffed dismissively. "So what are you doing here? I thought you were already gone."

"Leaving now. Unless you need me to protect you from your assistant," Prime chuckled.

Ratchet picked up his wrench and advanced toward Optimus. "You may not be ticklish, but I can do more than enough damage with this. Goodbye, Optimus."

Prime put his servos up in surrender. "Very well, Ratchet. I shall be in my way," he said, before transforming and rolling out of the base.

"Finally, peace and quiet again," Rachet grumbled as he set his wrench back on the work table and returned to the monitors.

* * *

Kerri wheeled the energon cart down the corridor, stopping several feet before Starscream's cell. She knew how close she could get to stay far enough from the prisoner's grasp, but still make him capable of reaching his rations. She saw the Decepticon sitting on the bunk, not moving, optics closed.

"Good morning, Starscream," she said. "Breakfast is here."

Starscream didn't respond, instead opening his optics until slivers of red were visible, staring in her direction. Kerri was instantly uncomfortable, but she refused to let him know that. Starscream was no fool, and if he saw any weakness, any cracks, he would use it against her. He no longer seemed weak and pathetic to her. This was the Decepticon that had captured her in the desert that night.

"You energon rations are here. Optimus approved extra for you because you're still healing."

"How thoughtful," he finally purred. "Come closer, woman."

"I'm close enough, Starscream," she answered. "You can reach the cart from here."

"What are you afraid of? I'm weaponless. Besides, you helped save my life. I am nothing but grateful," he responded, voice low. "Why would I hurt you, woman?"

"Quit calling me woman," Kerri said. The way he said that word, the way he said every word, was creepy, but strangely hypnotic. He knew how to use his voice, his words, to elicit a certain response. She noticed that she had stepped a few feet closer to his cell before quickly stepping back again.

Starscream stood up and slowly made his way towards the front of the cell. He optics were fully online now, the soft glow lighting the dark corridor. He looked down at her before reaching his arm out and taking a container of energon from the cart. Kerri made sure to stay well out of his reach, although he made no attempt to move in her direction. Instead, he stood in the cell, opening the energon and downing it, never taking his optics off of her.

"I heard you yelling. Is something wrong, wom-. I apologize. Is something wrong, _Kerri_?", he said teasingly.

Somehow him saying her actual name was worse. She hoped he didn't catch the shiver that went up her spine as she answered his question.

"No, just playing around with Ratchet. He has the bad habit of tickling me sometimes. Nothing wrong."

He continued looking down at her, saying nothing, before his mouth turned up at one corner in a smirk.

"I don't know what tickling is, but from your response, it sounded rather diabolical. Perhaps I'll be able to try it one day," he purred again, this time a distinct growl added at the end for effect.

"Don't count on it, Starscream," she answered. She'd had enough. "I'll be back for the cart later. With Ratchet."

"I'm looking forward to it, Kerri," he whispered, before turning his back to her as she hurried down the corridor.

He turned again and watched her disappear before taking another energon container from the cart.

"This is going to be fun."


	4. Chapter 4

Kerri made her way back to medbay and climbed onto the walkway above Ratchet's workstation. She leaned over, elbows on the railing, watching the Autobot medic meticulously fret over instruments that were in various states of disrepair. Neither spoke. In fact, Ratchet seemed to ignore her presence. Kerri wasn't really paying attention, and soon her thoughts drifted to Starscream. His presence was suddenly making her very uncomfortable, and she was beginning to regret telling Optimus that she was ok with it. He enjoyed playing games with her, and while she was intelligent, she wouldn't stand a chance against Starscream's duplicitous mind. He was like a cornered animal, hurt, but too afraid to trust anyone who offered to help. And while an animal would eventually accept the helping hand, Starscream was too smart, too cunning, to not bite it. ' _We can't trust him,'_ she thought. ' _Optimus has-,'_

"For Primus sake, Kerri!" Ratchet yelled, making the woman jump. Her elbows slipped from the railing as she made a desperate grab to keep from going over the side.

"What the hell, Ratchet?! I almost feel off!" she shouted. "What are you yelling for?"

"Ultra Magnus is calling for the groundbridge and you're staring off into space. Get on it."

Kerri climbed down from the walkway and headed towards the controls. The groundbridge crackled to life as she commed Magnus.

"Bridge is open, Commander," she said, before turning back to Ratchet.

"You were sitting right there, you know. All you had to do was reach over, instead of scaring me half to death."

"And you were standing there staring at me. You obviously needed something to do."

"I'm telling Ultra Magnus."

"Oh, I'm terrified!" Ratchet answered, servos up at his mouth, mock fear on his face. He dropped his servos, mouth twisting into a smirk, before turning back to his work. "What are you daydreaming about anyhow? As if I can't guess," he said, as Magnus rolled through the groundbridge.

"Wrong, smartass," Kerri answered, rolling her eyes. "I was thinking about Starscream. He's still dangerous."

"I believe the term that you used is "No shit," said Ratchet. "That's why he's locked up." He set down his tools and turned towards Kerri as Ultra Magnus transformed and made his way towards the two of them.

"Did something happen when you took him his energon?" the doctor asked, staring at the woman. "What did he do?"

"Starscream did something to you?" Ultra Magnus interjected edgily. "What happened?"

"No, no, nothing happened," Kerri answered quickly. "He's just…sleazy. I never thought I'd ever use that word to describe a robot, but yeah, that's the word. He didn't do anything. He just plays mind games."

"I want you to stay away from him, Kerri," Magnus said sternly. "At the very least, make sure one of us accompanies you when going to his cell."

"I agree," added Ratchet. "You're not used to dealing with the likes of Starscream. His mind is the most dangerous thing about him. I can see why Megatron feels the need to beat the slag out of his hide."

"Yeah," Kerri chuckled. "Definitely think he deserves it. Anyhow, I need to go get the energon cart from back there. Will you accompany me, big guy?" she asked Ultra Magnus.

"Of course," he answered, servo out for Kerri to climb in to.

The two headed back towards the holding cells, Kerri feeling more comfortable this time around. Even Starscream wouldn't be foolish enough to push his luck around Ultra Magus.

The Decepticon stood up from the bunk as Kerri and Magnus approached the cell. His red optics immediately focused on the woman, and she felt herself shrinking a little more into the Commander's servo.

"Starscream," spoke Magnus. "I assume your stay hasn't been too uncomfortable?"

"It's been most pleasant, Ultra Magnus," he purred." Kerri has been taking excellent care of me. Perhaps I've underestimated humans," he said, never taking his optics from the woman. Magnus followed Starscream's eyes, and immediately wrapped his servo around Kerri.

"I hoped you enjoyed it," he said coldly, optics on the Decepticon. "She won't be treating you anymore. That duty will now fall to Autobots, exclusively." Kerri stared up at Magnus. She didn't want to deal with Starscream on her own, but at the same time, she didn't appreciate Magnus making that decision, or making it known to their prisoner. They would be having words, but in front of Starscream wasn't the place. The woman held her tongue and let him continue.

"I will be speaking to Optimus-", he started again.

"Yes, Optimus. Correct me if I'm wrong, but is he not the leader of the Autobots?" mused Starscream. "I believe that makes it his decision, no?"

"I don't know what you said to Kerri, but you won't be saying anything else." Ultra Magnus stepped closer to the cell, his voice taking a lower and more dangerous turn.

"I would love the opportunity to destroy you, Starscream. But Kerri will not be in the middle of it. Never again."

"Taking a personal interest, Magnus? The woman is something more than a pet? Hmm, most interesting," he smiled. Ultra Magnus didn't respond, and instead turned, picked up the cart, and strode back into the base.

* * *

Ultra Magnus set the cart down before looking down at Kerri in his other servo.

"Will you be accompanying me on patrol today?"

"Are you ordering me too, _sir?"_ she asked sarcastically, looking angrily into his icy optics.

"Is this about Starscream? We discussed it and decided-"

"No, you and Ratchet discussed it. You and Ratchet decided. Look, I can't be afraid of Starscream. And even if he does creep me out a little, I can't let him know that. And for the cherry on top, you let him know that we're involved with each other. He won't just use it against me. He's going to use it against you. You're my boyfriend, Magnus, not my boss."

"Never thought I'd hear you call-" began Ratchet, before Kerri cut him off.

"I still have a bone to pick with you, asshole. Don't involve yourself in this," she spat, before look back up at Magnus.

"Now, if you'll be so kind as to let me down, I'm going to my quarters." Magnus lowered his servo, and Kerri jumped down and strode down the corridor towards her room, not looking back at either of the Autobots. They stood silently until she was out of sight.

"You, my friend, have your hands full," remarked Ratchet. "Let me let you in on a little secret: I know barely anything about human emotions, but I do know femmes. And that one does _not_ appreciate being told what to do by her boyfriend."

"I don't understand what's happening with her," sighed Magnus. "I'm just trying to protect her. You would think that after all she's been through, she would appreciate my concern."

"I happen to agree with you. The question is, are you going to back down and let her have her way, or are you going to stand your ground?"

"Oh, believe me doctor, I am not changing my position. She hasn't seen stubborn." Magnus turned on his peds and headed to Kerri's quarters.

"Poor bastard," mumbled Ratchet as her turned back to his work station.

* * *

Ultra Magnus stopped in front of Kerri's door and knocked several times. After several minutes of no response, he entered the code and opened her door just as she exited her bathroom, body wrapped in a towel. She stopped, clearly irritated at the unwelcome sight of the Commander in her quarters.

"I thought you were going on patrol?" she asked as she turned her back to him, focusing her attention on getting clean clothing from the wardrobe against the wall.

"I have something to do first," he answered. In a matter of seconds, Magnus shrank himself down and made his way to where Kerri stood. Grabbing the back of her towel, Magnus spun the woman around so that they stood face to face. Kerri angrily attempted to pull away from him, but Magnus tightened his grip on her waist.

"Knock it off, sir," she started, but her words were cut off as Ultra Magnus' helm lowered and his mouth captured hers. Further efforts to escape were only met with firmer restraint from the Commander. One servo held Kerri firmly while the other removed the towel and tossed it aside. He forced his glossa into her mouth while both servos explored her body. Still plundering her mouth with bruising kisses, Magnus lifted the woman up, wrapping her legs around his midsection as he carried her to the bed and unceremoniously threw her down. Kerri looked up at her lover incredulously.

"You can't really think I'm going to have sex with you after the way you treated me out there?!"

Magnus' response was to climb on top of the woman, burying his helm in her neck and nipping at her still damp skin, his denta plates leaving red marks as he worked his way down to her shoulders and upper chest.

"And how exactly did I treat you out there?" He asked between bites. "You're my responsibility. It is job to keep you safe. Why is that so wrong?", he asked.

Instead of waiting for a response, he lowered his helm again, this time attacking her breasts with slighting stinging bites, while his servos pinched and squeezing her nipples, which were responding to his touch. Magnus was working her into a fever pitch, and as much as it angered Kerri, she knew that she couldn't hide her arousal. He knew her too well. She squirmed beneath him, arching her back to push more of body into his servos, one of which was snaking down her belly and towards her inner thighs. Kerri opened her legs to him, silently cursing herself as she did. She was pissed, but dammit, did he make her feel good. The bot certainly knew what buttons to push.

Somehow managing to find her voice, Kerri huskily attempted to answer the Commander's question.

"You're my guardian. That doesn't mean that you own me," she responded. But she knew that wasn't true even as the words left her mouth. Magnus had owned, claimed, and possessed every part of her. His touch, his words, hell, the mere sight of him, excited her more than anything or anyone had ever done. She was a strong woman, one that not even a strong man was able to control. Ultra Magnus, however, was no mere man. He was so much more. He was masculinity on a scale that she was not able to explain or comprehend. The same servos that could rip out a spark were now turning her into a wanton mess beneath him.

Magnus worked him helm down her body, glossa leaving a trail as it followed his servo between her spread legs. Looking up at the woman, Magnus said, "You're mine," before burying his glossa in her hot folds. Kerri went berserk, gripping the sheets of her bed while straining her body against Magnus' tight grip. His servos held her down while he destroyed every inhibition that she had. One finger slipped inside of her, and Kerri felt like she was going to die.

Magnus was like a man possessed. He was always careful with a Kerri. She was strong-willed, and he never attempted to fight against that. But now, seeing her writhing beneath him in pleasure, made his spark chamber swell with pride. He was in control of the situation and that obviously excited her, which in turn excited him. Finger still work inside of her, Magnus brought him helm back up to her face. The ecstasy in her eyes was unmistakable. Magnus twisted her long brown hair in his fingers as her turned her face to his, punishing her with another kiss.

"You are mine," he spoke in an almost animalistic growl. "Do you understand?" His interface panel opened, and instantly, the finger inside of Kerri was replaced with his hard spike.

Kerri moaned loudly, not responding to the question. She was too far gone to understand what he was saying. But Magnus would not accept that. He pulled his spike almost all of the out before burying it into her soft flesh again. He pulled her hair back, biting at her neck again, before repeating his question.

"Do you understand, woman? You are mine. Say it." He began working at a more aggressive pace, bucking in and out of the woman spread beneath him.

"I'm yours, Magnus," Kerri finally answered, breath ragged and drawn out. "I'm yours."

Magnus continued his punishing pace. To have the woman that he loved beneath him, normally so strong and in control, now submitting to him, was too much. Burying his helm in her neck, Magnus hilted his spike, filling Kerri with transfluid. She continued to move, muscles tight, milking him for all that he had, before falling still beneath him. Magnus also lay still, fans running at a furious pace. They remained that way for several minutes, neither speaking, before Magnus, still inside of her, began moving again. Kerri began to moan as Magnus reached his servo between her legs, finding her clit again.

"Your turn," he said huskily. "Cum for me."

His strokes were gentle. Last time was for him. This time was all about her pleasure. He rolled both of them onto their sides and lifted her leg over his hip as he continued to help Kerri reach her peak. His denta plates nipped at her ear as he whispered and caressed her body.

"I want to feel you. Cum on my spike. Show me that you're mine."

Kerri's mind was gone. She couldn't see, couldn't speak. All she could do was feel what Magnus' words and touch were doing to her. They sent her over the edge, and with several more moans, Kerri buried her face in his neck cables as her body spasmed and convulsed around his spike.

"That's my girl," Magnus whispered as he held her shaking frame tightly against his. "That's my beautiful Kerri," he said as he placed a gentle kiss on her swollen lips. Kerri wasn't able to say a word. She was still catching her breath. Magnus had turned her inside out, and she was struggling to recover.

After several minutes, Magnus spoke again. "I have to get on patrol. Will you accompany me?"

"As much as I would love to, I really need to help Ratch today, if that's ok?"

"Of course. You're his assistant, and that takes priority. But you will stay away from Starscream, correct?"

"I will, big guy," she smiled. That was a battle she had fought and lost. And Kerri was ok with it.

Magnus got up and resumed his normal size before heading towards the door.

"I will see you this evening, then," he smiled down at her. Kerri got up and walked over to the Commander, who knelt down so that she could place a kiss on his lips.

"You best believe it," she answered.

* * *

Magnus left her quarters and strode down the corridor to where Ratchet was standing at the monitors. He walked up and stood beside the Autobot, saying nothing, merely looking at the monitors.

It was Ratchet who spoke first.

"You know, I could hear you two," he said, cocking his helm towards the Commander.

"And?" questioned Magnus.

"Way to go," smiled Ratchet. He curled his servo up into a ball and put in in front of Ultra Magnus. Magnus looked at the doctor's servo, not understanding Ratchet's gesture. The Autobot medic took Magnus' servo and fashioned it into the same ball as his before bring the two together.

"This," Ratchet explained," is what humans call a fist bump."

Magnus looked down at both servos before looking up at Ratchet again.

"I'm afraid I don't understand," he said. "Are you feeling ok, Doctor."

Ratchet dropped his servo. "Never mind," he said disgustedly. "Get the hell out."

"Very well. I shall check in shortly," Magnus answered as he transformed and rumbled our of the base.


End file.
